Defaults and Remedies Contract Clauses (924)

Defaults and Remedies. 6.1 Events of Default. Any of the following events shall be considered an "Event of Default" with respect to each Note: (a) The Company shall default in the payment of any part of the principal or unpaid accrued interest on the Note, (i) for more than two (2) days after demand for payment therefor by the Requisite Noteholders following the Note becoming due and payable pursuant to the terms and conditions of the Notes, or (ii) after a date fixed by acceleration or otherwise; (b) The Company shal...l make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Company; (c) Within thirty (30) days after the commencement of any proceeding against the Company seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated; (d) Within thirty (30) days after the Company becomes involved in litigation that threatens to materially and adversely affect the Company's business, operations, assets, results of operations or prospects, if the Company's involvement has not terminated by such date in a manner that does not and could not reasonably be expected to materially and adversely affect the Company's business, operations, assets, results of operations or prospects; (e) Any default or defined event of default that has not otherwise been cured or forgiven within fifteen (15) days after written notice to the Company from the applicable lender of such default or defined event of default shall occur under any agreement to which the Company is a party that evidences indebtedness for borrowed money by the Company (excluding trade payables) of $50,000 or more; or 17 (f) The Company shall fail to observe or perform any other obligation to be observed or performed by it under this Agreement or the Notes within fifteen (15) days after written notice from the Requisite Noteholders to perform or observe such obligation. 6.2 Remedies. Upon the occurrence of an Event of Default under Section 6.1 hereof, at the option and upon the declaration of the majority in interest of the aggregate outstanding principal amount of the Notes, the entire unpaid principal and accrued and unpaid interest on the Notes shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such Requisite Noteholders may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under such Notes and exercise any and all other remedies granted to them at law, in equity or otherwise. View More

Defaults and Remedies. (a)Events of Default. An "Event of Default" means: (i) a default for five (5) days in payment of principal or interest on this Note; (ii) failure by the Borrower to comply with any material provision of this Note; (iii) the Borrower, pursuant to or within the meaning of any Bankruptcy Law (as defined herein): (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian (as defined herein) of it ...or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable to pay its debts as the same become due; or (iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Borrower in an involuntary case; (B) appoints a Custodian of the Borrower for all or substantially all of its property; or (C) orders the liquidation of the Borrower, and the order or decree remains unstayed and in effect for sixty (60) days. "Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. (b)Remedies. If an Event of Default occurs and is continuing, the Lender, may declare all of this Note to be due and payable immediately. The Lender, shall have all rights available to it at law or in equity. Upon the occurrence of an Event of Default, the interest on this Note shall immediately accrue at the Default Rate. The Lender, may assess reasonable attorneys' fees, paralegals' fees and costs and expenses incurred or anticipated by the Lender in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other sums due by the Borrower hereunder, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Lender at law, in equity, or under this Note. In connection with the Lender's rights hereunder upon an Event of Default, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender, may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law. View More

Defaults and Remedies. 7.1 Events of Default. The occurrence of any one or more of the following, for which Borrower has not obtained Lender's prior written consent, shall constitute an Event of Default hereunder. (a) Failure to Pay. Borrower fails to make a payment when due under this Agreement. (b) Lien Priority. Lender fails to have an enforceable first lien (except for liens described in clause (c) of the definition of Permitted Indebtedness and any other prior liens to which Lender has consented in writing) on or... security interest in the Collateral. (c) False Information. Borrower (or any guarantor) has given Lender any materially false or misleading information or representations or has failed to disclose any material fact relating to the subject matter of this Agreement. (d) Death. Borrower or any guarantor dies or becomes legally incompetent, or if Borrower is a partnership, any general partner dies or becomes legally incompetent. (e) Bankruptcy. Borrower (or any guarantor) files a bankruptcy petition, a bankruptcy petition is filed against Borrower (or any guarantor) or Borrower (or any guarantor) makes a general assignment for the benefit of creditors, and in the case of any involuntary petition, such proceeding is not dismissed or stayed within 45 days. (f) Receivers. A receiver or similar official is appointed for a substantial portion of Borrower's (or any guarantor's) business, or the business is terminated. (g) Judgments. Any judgments or arbitration awards are entered against Borrower (or any guarantor), or Borrower (or any guarantor) enters into any settlement agreements with respect to any litigation or arbitration and the aggregate amount of all such judgments, awards, and agreements payable by Borrower exceeds $100,000. (h) Material Adverse Change. A material adverse change occurs, or is reasonably likely to occur, in Borrower's (or any guarantor's) business condition (financial or otherwise), operations or, properties, taken as a whole, or ability to repay the Obligations. (i) Cross-default. Any default occurs under any agreement in connection with any credit in excess of $100,000 Borrower (or any guarantor) or any of Borrower's Affiliates has obtained from anyone else or which Borrower (or any guarantor) or any of Borrower's Affiliates has guaranteed (other than trade amounts payable incurred in the ordinary course of business and not more than 60 days past due). (j) Default under Related Documents. Any default occurs under any guaranty, subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect (unless released by Lender). (k) Other Agreements. Borrower (or any guarantor) or any of Borrower's Affiliates fails to meet the conditions of, or fails to perform any material obligation under any other agreement Borrower (or any guarantor) or any of Borrower's Affiliates has with Lender or any Affiliate of Lender, after giving effect to any applicable cure or grace periods. (l) Change of Control. The holders of the capital ownership of Borrower as of the date hereof cease to own and control, directly and indirectly, at least 70% of the capital ownership of Borrower. (m) Other Breach Under Agreement. Borrower fails to meet the conditions of, or fails to perform any obligation under, any term of this Agreement not specifically referred to above. 7.2 Remedies. During the occurrence of an Event of Default, (1) without implying any obligation to do so, Lender may cease making Advances or extending any other financial accommodations to Borrower; (2) all or a portion of the Obligations shall be, at the option of and upon demand by Lender, or with respect to an Event of Default described in Section 7.1(e), automatically and without notice or demand, due and payable in full; and (3) Lender shall have and may exercise all the rights and remedies under this Agreement and under applicable law, including the rights and remedies of a secured party under the UCC, all the power of attorney rights described in Section 6 with respect to all Collateral, and the right to collect, dispose of, sell, lease, use, and realize upon all Receivables and all Collateral in any commercially reasonable manner. View More

Defaults and Remedies. 4.1. Defaults. The following are events of default under this Note (each, an "Event of Default"): (a) Borrower fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not... be dismissed or discharged within sixty (60) days; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (f) an involuntary bankruptcy proceeding is commenced or filed against Borrower. Notwithstanding the foregoing, the occurrence of any of the foregoing events will not be considered an Event of Default unless Borrower fails to cure such event within ten (10) Trading Days of its receipt of written notice from Lender. 4.2. Remedies. Following an Event of Default, Lender may accelerate this Note by written notice to Borrower with the outstanding balance becoming immediately due and payable. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower's failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof. View More

Defaults and Remedies. Events of Default are set forth in the Supplemental Indenture. If any Event of Default occurs with respect to the Notes and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may ...not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. View More

Defaults and Remedies. a. Event of Default. An "Event of Default" is: (i) default for ten (10) days in payment of interest or Default Interest on this Note; (ii) default in payment of the principal amount of this Note when due; (iii) failure by the Company for thirty (30) days after notice to it to comply with any other material provision of this Note; (iv) breach of any covenants, warranties, or representations by the Company herein; (v) cessation of operations by the Company or a material subsidiary; (vi) if the Com...pany pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable to pay its debts as the same become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (I) is for relief against the Company in an involuntary case; (2) appoints a Custodian of the Company or for all or substantially all of its property; or (3) orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for thirty (30) days. The Term "Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. b. Remedies. If an Event of Default occurs and is continuing, the Holder of this Note may declare all of this Note, including any interest and Default Interest and other amounts due, to be due and payable immediately. View More

Defaults and Remedies. a. Default. The Note Parties shall be deemed in default under this Security Agreement upon (each an "Event of Default" but subject to the Subordination Agreement with the Senior Lender as outlined in Exhibit E to SPA: (i) the occurrence and during the continuance of a default or breach of any of Note Parties' obligations arising under the terms of the Note or a default or breach of any of the Note Parties' obligations arising under the terms of this Security Agreement, (ii) the uninsured loss, t...heft, damage, or destruction to the Company Collateral, sale (other than inventory in the ordinary course of business) or encumbrance of any of the Company Collateral, or the making of any levy, seizure or attachment on the Company Collateral, or (iii) dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws of, by or against any of the Note Parties, (iv) the Company's merger, consolidation, or transfer of a substantial part of its assets, a material decline in the value of the Collateral or any significant part thereof, (v) Note Parties', or any of them, concealment, removal (or permitting such concealment or removal) of any part of the Company Collateral, with the intent to hinder, delay or defraud its creditors, (vi) Secured Party's determination to deem itself insecure, or (vii) any other Event of Default as defined under the Note. 4 b. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have the rights granted by this Security Agreement, subject to the Subordination Agreement, and by law, including without limitation the right to: (i) declare due and payable in full the Note, at the option of the Secured Party, (ii) require the Note Parties to assemble the Company Collateral and make it available to the Secured Party at a place to be designated by the Secured Party, (iii) prior to the disposition of the Company Collateral, require the Note Parties to store, process, repair or recondition the Company Collateral or otherwise prepare the Company Collateral for disposition in any manner and to the extent the Secured Party deem appropriate and in connection with such preparation and disposition, without charge to Secured Party, and (iv) collect all of Secured Party's costs of collection and reasonable attorneys' and experts' fees and expenses of any kind, and all costs of suit and appeal (collectively, the "Costs"). c. Application of Company Collateral Proceeds. The proceeds and/or avails of the Company Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by the Secured Party at the time of, or received by Secured Party after, the occurrence of an event of default) shall be paid to and applied as follows: i. First, to the payment of reasonable costs and expenses of Secured Party, including, without limitation, all amounts expended to preserve the value of the Company Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys' fees, incurred or made hereunder by Secured Party; ii. Second, to the payment to Secured Party of the amounts outstanding under the Note; iii Third, to the payment of the surplus, if any, to the Note Parties, their successors and assigns, or to whomsoever may be lawfully entitled to receive the same. View More

Defaults and Remedies. If the Borrower shall default in the payment of any amount within five days after the due date thereof, and a subsequent five day cure period, then an "Event of Default" shall exist. Upon the occurrence of an Event of Default and during the continuation thereof, the Lender may declare this Note to be due and payable, and the Lender may exercise and shall have any and all rights and remedies available to it under applicable law and this Note or otherwise and may take any such action and exercise ...any such power as it may elect to enforce its rights and remedies under applicable law and this Note. No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein, and every such right or remedy contained herein or now or hereafter existing at law or in equity or by statute, or otherwise may be exercised separately or in any combination. View More

Defaults and Remedies. (a) Events of Default. An "Event of Default" means: (i) a default for five (5) days in payment on this Note; (ii) failure by the Company to comply with any material provision of this Note, (iii) the Company, pursuant to or within the meaning of any Bankruptcy Law (as defined herein): (A) commence a voluntary case; (B) consent to the entry of an order for relief against it in an involuntary case; (C) consent to the appointment of a Custodian (as defined herein) of it or for all or substantially a...ll of its property; (D) make a general assignment for the benefit of its creditors; or (E) admit in writing that it is generally unable to pay its debts as the same become due; or (iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case; (B) appoints a Custodian of the Company for all or substantially all of its property; or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for sixty (60) days. "Bankruptcy Law" means Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. (b) Remedies. If an Event of Default occurs and is continuing, the Holder of this Note may declare all of this Note, including any interest and other amounts due that have not or will not be converted under Section 2 hereof, to be due and payable immediately. The Security Interest created by the Security Agreement shall be enforceable if an Event of Default shall have occurred and be continuing. (c) Holder Appointed Attorney-in-Fact. The Company hereby irrevocably appoints the Holder as the Company's attorney-in-fact, with full authority in the name, place and stead of the Company, from time to time in the Holder's discretion upon the occurrence and during the continuance of an Event of Default to take any action and to execute any document which the Holder may deem necessary or advisable to accomplish the purposes of this Note. 3 (d) Non-Interference with Remedies; Specific Performance. The Company agrees that following the occurrence and during the continuance of an Event of Default it will not at any time pledge, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Note, or the absolute sale of the whole or any part of the Collateral or the possession thereof by any purchaser at any sale hereunder, and the Company waives the benefit of all such laws to the extent it lawfully may do so. The Company agrees that it will not interfere with any right, power or remedy of the Holder provided for in this Note now or hereafter existing at law or in equity or by statute or otherwise, or with the exercise or beginning of the exercise by the Holder of any one or more of such rights, powers or remedies. View More

Defaults and Remedies. 4.1 A Party will not be in default under this Agreement unless such Party shall have been served with a written notice specifying the nature of such Party's breach or default of the terms and conditions of this Agreement, and the Party receiving such notice shall fail to cure such breach within thirty (30) days after receipt of such notice, or shall fail to commence to cure the breach within such period of time if the breach cannot, by its nature, be cured within the said thirty (30) day period,... and thereafter, to proceed diligently to complete the curing of the breach. Except as may be otherwise expressly provided in this Agreement a Party that has committed a breach, or is in default, under this Agreement shall forever protect, defend, indemnify and hold harmless the other Parties hereto from and against any and all liability and out-of-pocket costs and expenses (including, without limitation, reasonable attrorney's fees and court costs) incurred by the non-breaching Parties as a result of or in connection with such breach or default prior to and until such time as such breach or default has been cured. The Parties hereto expressly acknowledge that the nature and purpose of this Agreement is such that money damages alone may not be an adequate remedy for any breach or default of its terms, and that equitable relief, such as injunction, mandatory or otherwise, may be necessary in the event a Party fails to cure a breach or default of this Agreement. In the event of any breach or default by a Party hereto under any of the terms, restrictions, covenants and conditions provided herein, the other Parties, or their respective successors or assigns, as the case may be, shall have, in addition to the right to collect damages, the right to seek to enjoin such breach or threatened breach. 4.2 Notwithstanding the provisions of Section 4.1, AAF or FECR (as applicable) shall be in default under this Agreement if it shall fail to pay any amount due to DispatchCo under the terms of this Agreement within thirty (30) days of the receipt of written notice of such default and demand for payment of such amount. If such a default in payment shall continue for a period of more than forty-five (45) days after receipt of such notice, AAF or FECR (as applicable) shall pay to DispatchCo interest on such amount due at the Prime Rate published in the Wall Street Journal as of the date upon which such amount(s) were originally due and payable until the date upon which such amount(s) are paid in full. 8 4.3 It is expressly agreed that no breach or default under this Agreement shall entitle any Party hereto to cancel, rescind or otherwise terminate this Agreement, the Joint Use Agreements or any of the Passenger Easements, or the rights granted pursuant to this Agreement, the Joint Use Agreements or any of the Passenger Easements, but this limitation shall not affect, in any manner, any other rights or remedies which the Patties may have hereunder or otherwise under any applicable law. Neither AAF nor FECR shall bring any claim, action or demand against DispatchCo on account of Damage resulting from, arising out of, incidental to, or occurring in connection with the dispatching, control and movement of trains, locomotives, rail cars and equipment on, along or over the Shared Infrastructure and/or the Cocoa Orlando Rail Corridor. View More